<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
FOAMEX INTERNATIONAL INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
344123-10-4
(CUSIP Number)
Philip N. Smith, Jr., Esq.
Trace International Holdings, Inc.
375 Park Avenue
11th Floor
New York, New York 10152
(212) 230-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index: Page 6
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Trace International Holdings, Inc.
58-1080969
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds (See Instructions)
BK, 00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 4,474,753
Shares
Beneficially 8 Shared Voting Power
Owned By 7,050,247
Each
Reporting 9 Sole Dispositive Power
Person 4,474,753
With
10 Shared Dispositive Power
7,050,247
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,525,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
46.1%
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 9 Pages
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Trace Foam Sub, Inc.
13-3808758
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds (See Instructions)
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 7,000,247
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,000,247
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,247
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
28.0%
14 Type of Reporting Person (See Instructions)
CO
Page 3 of 9 Pages
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Marshall S. Cogan
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 669,167
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each Reporting 9 Sole Dispositive Power
Person 669,167
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
669,167
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|x|
13 Percent of Class Represented By Amount in Row (11)
2.5%
14 Type of Reporting Person (See Instructions)
IN
Page 4 of 9 Pages
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This Amendment No. 9 to Schedule 13D is filed on behalf of Trace
International Holdings, Inc. ("Trace Holdings"), Trace Foam Sub, Inc. ("Trace
Foam Sub"), and Marshall S. Cogan, and amends and supplements the Schedule 13D,
dated December 14, 1993 (as amended, the "Schedule 13D"), as amended by
Amendment No. 1 thereto filed on December 23, 1994, Amendment No. 2 thereto
filed on March 6, 1995, Amendment No. 3 thereto filed on April 28, 1995,
Amendment No. 4 thereto filed on August 28, 1997, Amendment No. 5 thereto filed
on December 24, 1997, Amendment No. 6 thereto filed on March 16, 1998, Amendment
No. 7 thereto filed on June 26, 1998 and Amendment No. 8 thereto filed on July
21, 1998, and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). This Amendment No. 9 is being filed to reflect the Trace Holdings
proposal to acquire all outstanding shares of Common Stock.
The Schedule 13D is hereby amended as follows:
Item 4. Purpose of Transaction.
The following paragraphs are added at the end of Item 4:
Trace Holdings has been informed that due to changes in market
conditions, the financing originally contemplated by the Merger Agreement will
not be available for the proposed acquisition of all of the outstanding shares
of Common Stock not currently owned by Trace Holdings or its subsidiaries for a
purchase price of $18.75 per share. In addition, the commitment letter for the
bank debt portion of the financing expired on October 15, 1998. Although Trace
Holdings has attempted to obtain such substitute financing, to date, it has not
been successful in obtaining substitute financing for a transaction at $18.75
per share.
In light of the inability to obtain financing and changes in market
conditions, Trace Holdings submitted a new proposal to the Board of Directors of
the Issuer on October 16, 1998, whereby Trace Holdings would acquire all of the
outstanding shares of Common Stock not currently owned by Trace Holdings or its
subsidiaries, at a cash per share price of $12.00 (the "New Proposed
Transaction"). A copy of the letter setting forth Trace Holdings' proposal (the
"New Offer Letter") is filed as Exhibit P to this Schedule 13D. In connection
with the financing of the New Proposed Transaction, Trace Holdings anticipates
arranging for the $800 million necessary for the financing of the new proposal
through The Bank of Nova Scotia.
Consummation of the New Proposed Transaction will be subject to a
number of conditions, including (1) the approval of the Board of Directors of
the Issuer, (2) the approval of the stockholders of the Issuer including a
majority of the stockholders other than Trace Holdings and its subsidiaries, (3)
the receipt of necessary financing, (4) the termination of the existing Merger
Agreement and Amendment No. 1 thereto, (5) the execution of a new definitive
agreement prior to November 5, 1998, at which date the financing arrangement
will expire if no agreement is executed and (6) other conditions typical for
transactions of this type, including receipt of all necessary regulatory
approvals.
Trace Holdings anticipates that upon completion of the New Proposed
Transaction the Common Stock will cease to be quoted on the NASDAQ National
Market System and will be deregistered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. Trace Holdings reserves the right to amend or
withdraw the proposal made in the New Offer Letter in its discretion at any
time.
Page 5 of 9 Pages
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Item 7. Material to be Filed as Exhibits.
The following is added to Item 7:
EXHIBIT P New Offer Letter of Trace International Holdings, Inc., dated
October 16, 1998.
Page 6 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TRACE INTERNATIONAL HOLDINGS, INC.
By: /s/ Marshall S. Cogan
----------------------
Name: Marshall S. Cogan
Title: Chairman of the Board and
Chief Executive Officer
Date: October 19, 1998
Page 7 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TRACE FOAM SUB, INC.
By: /s/ Marshall S. Cogan
----------------------
Name: Marshall S. Cogan
Title: Chairman and Chief Executive Officer
Date: October 19, 1998
Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Marshall S. Cogan
----------------------
Marshall S. Cogan
Date: October 19, 1998
Page 9 of 9 Pages
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Exhibit 99.1
------------
TRACE INTERNATIONAL HOLDINGS, INC.
375 Park Avenue
New York, N.Y. 10152
October 16, 1998
Foamex International Inc.
1000 Columbia Avenue
Linwood, PA 19061
Attention: Chief Executive Officer
Special Committee of Board of Directors of
Foamex International Inc.
c/o Gutfreund & Co., Inc.
712 Fifth Avenue
New York, NY 10019
Attention: Mr. John Gutfreund
Re: Debt Financing
New Acquisition Proposal
------------------------
Ladies & Gentlemen:
This notice is being provided to you pursuant to the terms of the
Agreement and Plan of Merger, dated as of June 25, 1998, by and among Trace
International Holdings, Inc. ("Trace"), Trace Merger Sub, Inc. and Foamex
International Inc. ("Foamex"), as amended on July 6, 1998 (the "Merger
Agreement"). Capitalized terms used herein but not otherwise defined shall have
the meaning ascribed to them in the Merger Agreement.
Trace has been informed that due to changes in market conditions the
financing contemplated by the Merger Agreement will not be available. In
addition, the commitment letter for the bank debt portion of the financing
expired on October 15, 1998. Pursuant to Section 5.10 of the Merger Agreement,
Trace has been using its reasonable best efforts to obtain financing on terms
and conditions not materially less favorable to Trace than those set forth in
the Financing Letters. However, based on current market conditions and
discussions with investment and commercial banks,
<PAGE>
Foamex International Inc.
Special Committee of
Board of Directors of Foamex
October 16, 1998
Page 2
all of whom have indicated that they would not be able to finance a transaction
at a price of $18.75 per share, Trace believes that it will not be able to
obtain such alternate financing.
In light of expectation that Trace will be unable to obtain alternate
financing, Trace hereby submits a revised proposal to acquire all of the
outstanding shares of Common Stock of Foamex not currently owned by Trace or any
of its subsidiaries for a cash price of $12.00 per share. In connection with the
financing of this proposal, Trace will arrange the $800 million necessary for
the financing of the new proposal through The Bank of Nova Scotia.
This new proposal is subject to a number of conditions, including (1)
the approval of the board of directors of Foamex, (2) the approval of the
stockholders other than Trace and its subsidiaries, (3) the receipt of necessary
financing, (4) the termination of the existing Merger Agreement, (5) the
execution of a new definitive merger agreement prior to November 5, 1998, at
which time the financing arrangement will expire if no agreement is executed and
(6) other conditions currently contained in the Merger Agreement or as may be
typical for transactions of this type.
Trace believes that this new proposal is a fair one that will benefit
the public stockholders of Foamex. The price represents a 14.3% premium over the
closing market price on October 15, 1998 of $10.50 and enables the public
stockholders to receive cash for their shares.
Trace anticipates that upon the completion of the acquisition, the
Common Stock of Foamex will cease to be quoted on the Nasdaq National Market
System and that the Common Stock will be deregistered under the Securities
Exchange Act of 1934, as amended.
<PAGE>
Foamex International Inc.
Special Committee of
Board of Directors of Foamex
October 16, 1998
Page 3
Thank you for your consideration of this new proposal. Please respond
as soon as practicable so that both parties may proceed with this new proposal.
Sincerely yours,
By:/s/ Karl H. Winters
-------------------
Name: Karl H. Winters
Title: Vice President Finance
and Controller
cc: Victor I. Lewkow, Esq. (Cleary, Gottlieb, Steen & Hamilton)
